RPVCCA_CC_SR_2014_12_02_G_Renew_Microsoft_Enterprise_AgmtCITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
HONORABLE MAYOR & CIT~UNCIL MEMBERS
DAN LANDON, IT MANAGER'fJ)
DECEMBER 2, 2014
RENEWAL OF MICROSOFT SOFTWARE ENTERPRISE
LICENSING AGREEMENT
CAROLYNN PETRU, ACTING CITY MANAGE ~
RECOMMENDATION
Authorize the renewal of a three (3) year Microsoft Enterprise Agreement (EA) with
Compucom for the software licensing of all desktops, servers and telephone systems in
the total amount of $100,271.85, payable in equal payments of $33,423.95 over the next
three (3) years.
BACKGROUND
Microsoft requires that organizations who use their software maintain proper licensing for
computer and server operating systems, applications and desktop software such as
Microsoft Office, as well as Client Access Licenses (CAL's). Microsoft offers several
licensing models from single license purchases, used primarily by individuals and small
organizations, to comprehensive Enterprise Agreements (EA's) used by medium and
large organizations.
EA's are popular with companies able to qualify because of access to value pricing based
on large quantities, a flexible and comprehensive licensing model that includes software
upgrades (software assurance) which allows for no charge upgrades at any time during
the agreement term, the ability to smooth licensing costs evenly over the term of the
agreement, and training and support options available with the EA.
DISCUSSION
Microsoft offers several software purchasing options for organizations including:
• Microsoft Sole License Purchase -normally used by individual consumers and
very small organizations;
G-1
RENEWAL OF MICROSOFT SOFTWARE ENTERPRISE LICENSING AGREEMENT
DECEMBER 2, 2014
Page 2 of 3
• Microsoft Open Value -used by organizations under 250 desktop PC's to
purchase licensing under a single agreement;
• Microsoft Select Plus -sold typically to organizations with affiliates because of
its flexible licensing terms;
• Microsoft Product and Services Agreement (MPSA) -for organizations that
make regular individual license purchases; and
• Microsoft Enterprise Agreement (EA) -for large organizations with mostly stable
licensing requirements with costs spread over three (3) years.
The Microsoft EA is an ideal licensing model for governmental agencies because of the
relatively stable organizational size and consistent year-after-year licensing needs. The
City is able to qualify for the Enterprise Agreement because of the ability to join with the
cooperative Request for Proposal (RFP) conducted by the County of Riverside.
In 2011, the City Council authorized the City to enter into a three (3) year Microsoft
Enterprise Agreement based upon the County of Riverside RFP to license all City
Microsoft server and computer software in the amount of $91,404.72. This software
agreement includes City-wide software licenses for:
• Desktop Operating Systems and Microsoft "Office";
• Server Operating Systems including the HyperV Virtual Cluster software;
• Server applications including SharePoint (company intranet), Exchange (email),
Lyne (telephone, messaging and unified communications), and System Center
(computer management software);
• Specialized desktop software such as Microsoft "Project" and "Visio"; and
• Client Access Licenses.
The current Enterprise Agreement expires on December 31, 2014, and the City must
enter into a new agreement to maintain Microsoft software licensing terms.
In addition to the lowest possible price, the Microsoft EA includes numerous licensing
benefits, including:
• Spreading the cost of Microsoft licensing across the three (3) years of the
agreement term rather than a single large upfront payment;
• "Software Assurance" allows for software upgrades to the latest version at no
additional cost for the term of the agreement;
• Streamlines the Microsoft license purchasing and tracking process to help insure
all required Microsoft licensing remain up to date; and
• Provides for telephone and online support, training and planning assistance for
these critical systems.
Staff proposes renewing this agreement based on the County of Riverside competitive
Request for Proposal. The large organization pricing (120,000 desktops and over)
obtained as a part of that RFP allows the City to purchase at lower pricing than would
otherwise be available to an organization of our size. Compucom was named in the
agreement as an administrator for agencies wishing to join the cooperative purchase
agreement. G-2
RENEWAL OF MICROSOFT SOFTWARE ENTERPRISE LICENSING AGREEMENT
DECEMBER 2, 2014
Page 3 of 3
Municipal Code Section 2.44.050 of the Purchasing System allows for purchases based
on another jurisdiction's RFP at the same price as the original jurisdiction bid price. Costs
for three (3) applicable Microsoft licensing options (Open Value Agreement, Select Plus,
and EA) were also obtained to verify that the results of the County of Riverside RFP for
the Microsoft EA provides the lowest cost to the City.
Cost comparison:
Product Open Value Select Plus Microsoft EA
Windows Enterprise $114.70 $116.70 $103.65
Office 2013 Prow/SA $329.99 $299.24 $234.87
Server Datacenter $4,525.65 $4,585.50 $2758.92
CONCLUSIONS
Remaining in compliance with Microsoft licensing terms is vital to the City. Renewing the
Microsoft Enterprise Agreement provides the City with many advantages including the
best competitive price, software assurance benefits, training and planning hours, and
online and telephone support.
FISCAL IMPACT
Funds for this purchase was planned for in the 5-Year IT Plan, were approved by the
Council in the FY 2014-15 budget, and will be included in subsequent year budgets. No
further budget allocations are needed.
Attachments:
Exhibit A -Compucom software quote
Exhibit B -Microsoft Enterprise Agreement
G-3
EXHIBIT A
Com~uCom -software guote
Quoted b~ Sam Andrews, Com~uCom 7171 Forest Lane Dallas, TX 75230
Phone 323-378-6740 sam.andrews®comoucom.com
r1ease rax your t'US ro our c.;uenr Ass1srance c.;enrer ar tsuu-Joo-orema11
to: statestore@compucom.com -Call 800-400-9852, option 2, to check
status on orders.
Quoted to : Rancho Palos Verdes
Dan Landon
danl@rov .com
Date 111412014
EA Renewal Estimate EA# 5124198 expires
12/31/2014
Important: Please provide the email address of the recipient designated to
receive a CompuCom "order confirmation"
Quantity Part# Description Unit Price Ext. Price
enterprise products
110 269-12442 Office Professional Plus (SA) -Platform $ 78 .29 $ 8,611 .90
Windows Ent for SA with MOOP (SA) -
110 CX2-00093 Platform $ 34.55 $ 3,800.50
Enterprise CAL Suite (SA) User CAL w/Svcs -
105 76A-00016 Platform $ 81 .23 $ 8,529.15
$ -
additional products $ -
3 P71 -07282 Windows Se rver Oatacenter 2-Processor (SA) $ 919.64 $ 2,758.92
3 T6L-00238 SysCtr Oatacenter 2-Processor (SA) $ 359 .20 $ 1,077 .60
2 T9L-00223 SysCtr Standard 2-Processor (SA) $ 131 .7 6 $ 263.52
1 395-02504 Exchange Enterprise Server (SA) $ 605 .06 $ 605.06
1 5HU -00216 Lyne Server (SA) $ 544.57 $ 544.57
65 YEG -00634 Lvnc Plus CAL (SA) User CAL for E-CAL $ 13.99 $ 909.35
1 H04-00268 Sharepoint Server (SA) $ 1,015.54 $ 1,015.54
1 086-01253 Visio Standard (SA) $ 43.18 $ 43 .18
1 076 -01912 Pro ject (SA) $ 97.57 $ 97 .57
1 228-04433 SQL Server Standard Edtn (SA) Server $ 133 .98 $ 133 .98
65 359-00961 SQL Server CAL (SA) User CAL $ 31.19 $ 2,027.35
new additional products added to renewal
EA $ -
10 YEG-00632 Lvnc Plu s CAL (Lie/SA) User CAL for E-CAL $ 34.45 $ 344 .50
4 086-01175 Visio Standard (Lie/SA) $ 92.83 $ 371.32
3 076 -01776 Proiect (Lie/SA) $ 209.75 $ 629.25
2 228-04437 SQL Server Standard Edition (Lie/SA) Server $ 312.69 $ 625.38
10 359-00960 SQL Server CAL (Lie/SA) User CAL $ 72.78 $ 727.80
1 P73-05897 Windows Server Standard (Lie/SA) 2-Proc $ 307.51 $ 307 .51
$ -
G-4
Please type "electronic software delivery"
on your PO
Product-total $ 33,423 .95
Sub-Total $ 33,423.95
0 Tax ESD -nontaxable (download-only agreement) $ -
Shippinq No Charqe
Total Your ANNUAL EA Price (3 payments required) $ 33,423.95
Prices good for 30 days total of 3 years of payments = $ 100,271.85
Pass -Through Warranty and Other Rights . As a reseller, end -user warranties and liabilities (with respect to any third party
hardware and software products provided by CompuCom) shall be provided as a pass -through from the manufacturer of
such products. All software products are subject to the license agreement of the applicable software supplier, as provided
with the software packaging or in the software at time of shipment.
G-5
1• Microsoft EXHIBIT B Volume Licensing
Program Signature Form
MBA/MBSA number
Agreement number 01E73134
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
For the purposes of this form , "Customer" can mean the signing entity , Enrolled Affiliate ,
Government Partner , Inst itution , or other party entering into a volume licensing program
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document Number or Code
<Choose AQreement>
<Choose AQreement>
<Choose AQreement>
<Choose Agreement>
<Choose Agreement>
Enterprise Enrollment X20 -10631
<Choose Enrollment/ReQistration>
<Choose Enrollment/ReQistration>
<Choose Enrollment/Registration>
<Choose Enrollment/Registration>
EA Product Selection Form X20 -03622
EA Enrollment Sub 250 Amendment W29 (new)
By signing below , Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents , including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents .
Customer
Name of Entity (must be legal entity name)* City of Rancho Palos Verdes
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date *
Tax ID
*indicates required field
ProgramSignF orm(MSSign)(NA, LatAm )ExBRA, M LI (E NG)(Aug2014) Page 1 of 2 G-6
Microsoft Affiliate
Microsoft Corporation
Signature
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed First and Last Name*
Printed Title
Signature Date*
*indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Aug2014) Page 2 of 2
G-7
1• Microsoft Vo lume Licensing
Enterprise Enrollment
Sub 250 Program
Amendment ID W29
Proposal ID
This amendment ("Amendment") is entered into between the parties identified on the attached
program signature form. It amends the Enrollment or Agreement identified above. All terms used but
not defined in this Amendment will have the same meanings provided in that Enrollment or
Agreement.
The parties agree that the Enrollment is amended as follows :
1. On the first page of the Enrollment, the following is added after the
second paragraph:
By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 250 or more Qualified
Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25-249 Qualified
Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the
Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling
with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and
updates, Enrolled Affiliate may order these through its Reseller for a fee.
The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an
Enrollment that has the Updated EA Amendment terms and conditions applied . The submittal of this
Amendment may not be contingent on submittal of a new Enterprise Agreement.
2. Section 2a of the Enrollment titled "Order Requirements", is
hereby amended and restated in its entirety with the following:
a. Minimum Order Requirements. Enrolled Affiliate's Enterprise must have a minimum of
25 Qualified Users or Qualified Devices .
(i) Initial Order. Initial order must include at least 25 Licenses from one of the four
groups outlined in the Product Selection Form.
(ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific
group outlined in the Product Selection Form, Enrolled Affiliate's initial order must
include an Enterprise-wide selection of one or more Enterprise Products or a mix of
Enterprise Products and corresponding Enterprise Online Services for that group.
(iii) Additional Products. Upon satisfying the minimum order requirements above,
Enrolled Affiliate may order Additional Products .
(iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will
be used on its initial order and on any additional orders.
3. Software Assurance renewal.
Renewing Software Assurance: If Enrolled Affiliate will be renewing Products
Software Assurance coverage from a separate agreement, check this box.
By checking the above box, a new section is added to the Enrollment entitled "Software Assurance
addition."
EAEnrAmend(Sub250)(1nd)(ENG)(Apr2014) Sub 250 Enterprise Enrollment
W29
w
Page 1 of 3 G-8
Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software
Assurance quantities from eligible Program's identified in the table below, even though Enrolled
Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a
License .
Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance
shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be
transferred separately from any Licenses received through the New Software Assurance. Any
remaining payment obligations with respect to the underlying Licenses shall continue in effect.
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this
Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall
control.
This Amendment must be attached to a signature form to be valid.
EAEnrAmend (Sub250)(1nd)(ENG)(Apr2014) Sub 250 Enterprise Enrollment
W29
w
Page 2 of 3 G-9
EAEnrAmend(Sub250)(1nd)(ENG)(Apr2014) Sub 250 Enterprise Enrollment
W29
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Page 3 of 3 G-10
1• Microsoft Volume Lice nsing
Enterprise and Enterprise Subscription Enrollment Product
Selection Form -State and Local
Enro llment Number I
Microsoft to complete for initial term
Reseller to complete for renewal ______ ___,
Step 1. Please indicate whether Enrolled Affiliate is ordering Enterprise Products or Enterprise
Online Services on the initial enrollment order. Choose both if applicable.
[gl Enterprise Products. Choose platform option: Enterprise Desktop with MDOP
Qualified Devices: 110 Qualified Users: 105
D Enterprise Online Services 1
Step 2. Select the Products and Quantities Enrolled Affiliate is ordering on its initial Enrollment
Order. Quantity may not include any Licenses which Enro ll ed Affiliate has se lected for optiona l
future use, or to which it is transitioning or stepping up within enro llm ent term. Products for which
the Enro ll ed Affiliate has an option to transition or step-up should be li sted in Step 3.
Products2 Quantity
Office Professional Plus
Office Pro Plus 110
Office Pro Plus for Office 365
Office 365 Plans 1
Office 365 (Plan E1)
Office 365 (Plan E2)
Office 365 (Plan E3)
Office 365 (Plan E4)
Client Access License (CAL). Choose 1 Option.
D Core CAL, including Bridge CAL's (if applicab le)
Core CAL
Core CAL Bridqe for Office 365
Core CAL Bridge for Windows l ntune
Core CAL Bridqe for Office 365 and Windows ln tune
rgj Enterprise CAL (ECAL)
ECAL 105
ECAL Bridge for Office 365
ECAL Bridge for Windows lntune
ECAL Br idqe for Office 365 and Windows ln tune
The C li ent Access License selection must be the same across the Enterprise. Specify whether
licensing CAL per Device or User: <Choose One>
Windows Desktop
Windows OS Upgrade
Windows VDA
Windows Intone
Windows lntune
Windows lntune Add-on 3
Other Enterprise Products
Microsoft Desktop Optimization Pack (MDOP)4
EA-EASProdSelForm(US)SLG(ENG)(Oct2012)
110
110
Page 1 of 2
Document X20-03622 G-11
If selecting Windows Desktop or Windows lntune option, Enrolled Affiliate acknowledges the
following:
a. The Windows Desktop Operating System Upgrade licenses offered through this Enrollment
are not full licenses. The Enrolled Affiliate and any included Affiliates have qualifying
operating system licenses for all devices on which the Windows Desktop Operating System
Upgrade or Windows lntune licenses are run.
b. In order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that Enrolled Affiliate has acquired qualifying operating system licenses.
See the Product List for details.
Step 3. Indicate new Enterprise Products and Online Services Enrolled Affiliate has selected for
optional future use where not selected on the initial enrollment order (above):
Products2
D Office Pro Plus for Office 365
D Office 365 (Plan E1)
D Office 365 (Plan E2)
D Office 365 (Plan E3)
D Office 365 (Plan E4)
D Enterprise CAL (ECAL) Step -up, includinq Bridqe CALs
D Windows lntune
D Windows lntune Add-on 3
This form must be attached to a signature form to be valid.
EA-EASProdSelF orm(US)S LG(ENG) (Oct2012) Page 2 of 2
Document X20-03622 G-12
1• Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete) 5124198
Volume Licensing
State and Local
Proposal ID/Framework ID
Earliest expiring previous
Enrollment end date ' 12/31/2014
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enro llm ent is entered into between the entities as identified in the signature
form as of the effect iv e date. Enro ll ed Affiliate represents and warrants it is the same Customer, or an
Affiliate of the · Customer, that entered into the Enterprise Agreement identified on the program
signature form.
This Enro llm ent consists of: (1) these terms and conditions , (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) any supp lemental contact
information form or Previous AgreemenUEnrollment form that may be requ ired, (5) any order
submitted under this Enrollment. This Enro llm ent may only be entered into under a 2011 or later
Enterprise Agreement.
All terms used but not defined are located at http ://www.microsoft .com/licensing/contracts . In the
event of any conflict the terms of this Agreement control.
Effective date. If Enrolled Affi li ate is renewing Software Assurance or Subscription Licenses from
one or more previous Enrollments or agreements, then the effective date will be the day after the first
prior Enro llm ent or agreement expires or terminates . Otherwise, the effective date will be the date this
Enrollment is accepted by Microsoft. Any reference to "anniversary date " refers to the anniversary of
the effective date each year this Enrollment is in effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full ca lendar
months from the effective dateof the initial term . If the Enrollment is renewed , the renewal term will
expire 36 full calendar months after the effective date of the renewal term. Any reference in this
Enrollment to "day" will be a calendar day .
Product order. The Reseller will provide Enrol led Affiliate with Enro ll ed Affiliate's Product pricing and
order. Prices and billing terms for all Products ordered will be determined by agreement between
Enrolled Affiliate and the Reseller. The Resel ler will provide Microsoft with the order separately from
this Enrollment.
Terms and Conditions
1. Definitions.
Terms used but not defined in this Enrollment will have the definit ion in the Enterprise Agreement.
The fo llowin g definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product List and chosen by Enro ll ed
Affiliate under this Enrollment.
"E nterprise Online Service" means any Online Service designated as an Enterprise On lin e Service in
the Product List and chosen by Enrolled Affiliate under this Enrol lm ent. Enterprise On lin e Services
are treated as Online Services, except as noted .
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product List and chosen by Enrolled Affiliate under this Enrollment. Enterprise
EA2013EnrGov(US)SLG(ENG)(Aug2014) Page 1 of 9
Document X2 0-10631 G-13
Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis
under this program.
"Expiration Date" means the date upon which the Enrollment expires.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in
its deployed configuration as a general purpose personal computing device (such as a personal
computer), a multi-function server, or a commercially viable substitute for one of these systems; and
(2) only employs an industry or task-specific software program (e.g. a computer-aided design program
used by an architect or a point of sale program) ("Industry Program"). The device may include
features and functions derived from Microsoft software or third-party software. If the device performs
desktop functions (such as email, word processing, spreadsheets, database, network or Internet
browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for
the purpose of supporting the Industry Program functionality; and (2) must be technically integrated
with the Industry Program or employ technically enforced policies or architecture to operate only when
used with the Industry Program functionality.
"L&SA" means a License with Software Assurance for any Product ordered.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise
and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of
running Windows Professional locally (in a physical or virtual operating system environment), OR (2) a
device used to access a virtual desktop infrastructure ("VDI").. Qualified Devices do not include any
device that is: (1) designated as a server and not used as a personal computer, OR (2) an Industry
Device, OR (3) not managed (as defined in the Product List at the start of the applicable initial or
renewal term of the Enrollment) as part of Enrolled Affiliate's Enterprise. At its option, the Enrolled
Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the
benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise
Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software
or an Online Service solely under a License identified in the Qualified User exemptions in the Product
List.
"Reserved License" means for an Online Service identified as eligible for true-ups in the Product List,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online
Service available for activation.
"Transition" means the conversion of one or more License to or from another License(s). Products
eligible for Transition and permitted Transitions are identified in the Product List.
"Transition Period" means the time between the Transition and the next Enrollment anniversary date
for which the Transition is reported.
2. Order requirements.
a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of
250 Qualified Users or Qualified Devices. The initial order must include at least 250
Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise Commitment. If ordering any Enterprise Products, Enrolled Affiliate's
order must include coverage for all Qualified Users or Qualified Devices, depending
on the License Type, of one or more Enterprise Products or a mix of Enterprise
Products and the corresponding Enterprise Online Services.
(ii) Enterprise Online Services. If ordering Enterprise Online Services only, then
Enrolled Affiliate must maintain at least 250 Subscription Licenses.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products and Services.
c. Product Use Rights for Enterprise Products. For Enterprise Products, if a new Product
version has more restrictive use rights than the version that is current at the start of the
EA2013EnrGov(US)SLG(ENG)(Aug2014) Page 2 of 9
Document X20-10631 G-14
applicable initial or renewal term of the Enrollment, those more restrictive use rights will
not apply to Enrolled Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be
used on its initial order and on any additional orders.
e. Adding Products.
(i) Adding new Products not previously ordered. Enrolled Affiliate may add new
Enterprise Products by entering into a new Enrollment or as part of a renewal. New
Enterprise Online Services may be added by contacting a Microsoft Account Manager
or Reseller. New Additional Products, other than Online Services, may be used if an
order is placed in the month the Product is first used. For Additional Products that
are Online Services, an initial order for the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for
previously ordered Products must be included in the next true-up order. Enrolled Affiliate must
purchase Services and Licenses for Online Services prior to use, unless the Online
Services are (1) identified as eligible for true-up in the Product List or (2) included as
part of other Licenses (e.g., Enterprise CAL).
f. True-up requirements.
(i) True-up order. Enrolled Affiliate must submit an annual true-up order that accounts
for changes since the initial order or last true-up order, including: ( 1) any increase in
Licenses, including any increase in Qualified Devices or Qualified Users and
Reserved Licenses; (2) Transitions (if permitted); or (3) Subscription License quantity
reductions (if permitted). Microsoft, at its discretion, may validate the customer true-
up data submitted through a formal product deployment assessment using an
approved Microsoft partner.
(ii) Enterprise Products. Enrolled Affiliate must determine the number of Qualified
Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up
order is placed and must order additional Licenses for all Qualified Devices and
Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(iii) Additional Products. For Products that have been previously ordered, Enrolled
Affiliate must determine the Additional Products used and order the License
difference (if any).
(iv) Online Services. For Online Services identified as eligible for true-up orders in the
Product List, Enrolled Affiliate may first reserve the additional Licenses prior to use.
Microsoft will provide a report of Reserved Licenses in excess of existing orders to
Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively for
the prior year based upon the month in which they were reserved.
(v) Transitions. Enrolled Affiliate must report all Transitions. Transitions may result in
an increase in Licenses to be included on the true-up order and a reduction of
Licenses for prior orders. Reductions in Licenses will be effective at end of the
Transition Period. Associated invoices will also reflect this change. For Licenses paid
upfront, Microsoft will issue a credit for the remaining months of Software Assurance
or Subscription Licenses that were reduced as part of the Transition.
(vi) True-up due date. The true-up order must be received by Microsoft between 60 and
30 days prior to the Enrollment anniversary date. The third-year anniversary true-up
order is due within 30 days prior to the Expiration Date. Enrolled Affiliate may true-up
more often than at each Enrollment anniversary date except for Subscription License
reductions.
(vii) Late true-up order. If the true-up order is not received when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered.
2) Transitions and Subscription License reductions cannot be reported until the
following Enrollment anniversary date (or at Enrollment renewal, as applicable).
EA2013EnrGov(US)SLG(ENG)(Aug2014) Page 3 of 9
Document X20-10631 G-15
(viii) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses on a prospective basis if permitted in the Product List as
follows:
1) For Subscription Licenses part of an Enterprise-wide purchase, Licenses may be
reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices identified on the
Product Selection Form. Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services not a part of an Enterprise-wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled
Affiliate's use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-
up order Enrollment anniversary date and effective as of such date.
(ix) Update statement. An update statement must be submitted instead of a true-up
order if, as of the initial order or last true-up order, Enrolled Affiliate's Enterprise has
not: (1) changed the number of Qualified Devices and Qualified Users licensed with
Enterprise Products or Enterprise Online Services; and (2) increased its usage of
Additional Products. This update statement must be signed by Enrolled Affiliate's
authorized representative. The update statement must be received by Microsoft
between 60 and 30 days prior to the Enrollment anniversary date. The last update
statement is due within 30 days prior to the Expiration Date.
g. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled
Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order
according to the true-up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products
not previously ordered," then for additional step-up Licenses, by following the true-up
order process.
(iii) If Enrolled Affiliate has previously ordered an Online Service as an Additional Product
and wants to step-up to an Enterprise Online Service eligible for a Transition, the
step-up may be reported as a Transition.
(iv) If Enrolled Affiliate Transitions a License, it may be able to further step-up the
Transitioned License. If Enrolled Affiliate chooses to step-up and the step-up License
is separately eligible to be Transitioned, such step-up Licenses may result in a
License reduction at the Enrollment anniversary date following the step-up.
h. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any
documents submitted with or under this Enrollment, by providing notice by email and a
reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors
include minor mistakes, unintentional additions and omissions. This provision does not
apply to material terms, such as the identity, quantity or price of a Product ordered.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for
all Products ordered under this Enrollment will be Level "D" throughout the term of the
Enrollment. Price Levels will be captured in the Product Selection Form.
b. Setting Prices. Enrolled Affiliate's prices for each Product will be established by its
Reseller. As long as Enrolled Affiliate continues to qualify for the same price level,
Microsoft's prices for Resellers for each Product or Service will be fixed throughout the
applicable initial or renewal Enrollment term. However, if Enrolled Affiliate qualifies for a
different price level, Microsoft will establish a new price level for future new orders either
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upon Enrolled Affiliate's request or on its own initiative. Any changes will be based upon
price level rules in the Product Selection Form.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over
the applicable Enrollment term. If spread payments are elected, unless indicated otherwise, Microsoft
will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be
invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment anniversary date.
Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay
annually or upfront for Online Services and upfront for all other Licenses.
5. Transitions.
a. Transition requirements.
(i) Licenses with active Software Assurance or Subscription Licenses may be
Transitioned at any time if permitted in the Product List. Enrolled Affiliate may not,
however, reduce the quantity of Licenses or associated Software Assurance prior to
the end of the Transition Period.
(ii) Enrolled Affiliate must order the Licenses to which it is transitioning for the year(s)
following the Transition Period.
(iii) If a Transition is made back to a License that had active Software Assurance as of
the date of Transition, then Software Assurance must be re-ordered for all such
Licenses on a prospective basis following the Transition Period. Software Assurance
coverage may not exceed the quantity of perpetual Licenses for which Software
Assurance was current at the time of any prior Transition. Software Assurance may
not be applied to Licenses transferred by Enrolled Affiliate.
(iv) If a device-based License is Transitioned to a user-based License, all users of the
device must be licensed as part of the Transition.
(v) If a user-based License is Transitioned to a device-based License, all devices
accessed by the user must be licensed as part of the Transition.
b. Effect of Transition on Licenses.
(i) Transition will not affect Enrolled Affiliate's rights in perpetual Licenses paid in full.
(ii) New version rights will be granted for perpetual Licenses covered by Software
Assurance up to the end of the Transition Period.
(iii) For L&SA not paid in full at the end of the Transition Period, Enrolled Affiliate will
have perpetual Licenses for a proportional amount equal to the amounts paid for the
Transitioned Product as of the end of the Transition Period.
(iv) For L&SA not paid in full or granted a perpetual License in accordance with the above
or Subscription Licenses, all rights to Transitioned Licenses cease at the end of the
Transition Period.
6. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for
Licenses for Products it has used but has not previously submitted an order, except as
otherwise provided in this Enrollment.
b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing the Enrollment for one additional 36 full calendar month term or
signing a new Enrollment. Microsoft must receive a Product Selection Form and renewal
order prior to or at the Expiration Date. The renewal term will start on the day following
the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may
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make changes to this program that will make it necessary for Customer and its Enrolled
Affiliates to enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for
any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order
Software Assurance later without first acquiring L&SA.
(ii) Online Services eligible for an Extended Term. For Online Services identified as
eligible for an Extended Term in the Product List, the following options are available
at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in
accordance with the terms of the Enrollment. An extended term feature that
allows Online Services to continue month-to-month ("Extended Term") is
available. During the Extended Term, Online Services will be invoiced monthly at
the then-current published price for Enrolled Affiliate's price level as of the
Expiration Date plus a 3% administrative fee for up to one year. If Enrolled
Affiliate does want an Extended Term, Reseller must submit a request to
Microsoft. Microsoft must receive the request not less than 30 days prior to the
Expiration Date.
2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the
Extended Term and later determines not to continue with the Extended Term,
Reseller must submit a notice of cancellation for each Online Service.
Cancellation will be effective at the end of the month following 30 days after
Microsoft has received the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term.
If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will
terminate as of the Expiration Date. Any associated media must be uninstalled and
destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may
request written certification to verify compliance.
(iv) Customer Data. Upon expiration or termination of a License for Online Services,
Microsoft will keep Customer's Data in a limited function account for 90 days so that
Customer may extract it. Enrolled Affiliate will reimburse Microsoft if there are any
associated costs. After 90 days Microsoft will disable Enrolled Affiliate's account and
will delete its Customer Data. Enrolled Affiliate agrees that, other than as described
above, Microsoft has no obligation to continue to hold, export or return Enrolled
Affiliate's Customer Data and that Microsoft has no liability whatsoever for deletion of
Enrolled Affiliate's Customer Data pursuant to these terms.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement.
e. Early termination. Any Early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, Microsoft will issue
Reseller a credit for any amount paid in advance that would apply after the date of
termination.
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Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled
Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or
other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments,
or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the
Enterprise to include the Enrolled Affiliate only. If more than one box is checked,
Microsoft will deem the Enterprise to include the largest number of Affiliates:
1Z1 Enrolled Affiliate only
D Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be
included if fewer than all Affiliates are to be included in the Enterprise):
D Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates
acquired after the start of this Enrollment: Check only one box in this section:
D Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this
Enrollment
D Enrolled Affiliate's Enterprise will not include all new Affiliates acquired after the start of
this Enrollment
If no selection is made, or if both boxes are checked, Microsoft will deem the Enterprise to
include all future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information
page(s) changes . The asterisks(*) indicate required fields. By providing contact information, Enrolled
Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,
and other parties that help administer this Enrollment. The personal information provided in
connection with this Enrollment will be used and protected in accordance with the privacy statement
available at https://www.microsoft .com /l icens ing /servi cecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within
Enrolled Affiliate's Enterprise . This contact is also an Online Administrator for the Volume
Licensing Service Center and may grant online access to others. The primary contact will
be the default contact for all purposes unless separate contacts are identified for specific
purposes
Name of entity (must be legal entity name)* City of Rancho Palos Verdes
Contact name* First Dan Last Landon
Contact email address* danl@rpv .com
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Street address* 30940 Hawthorne Blvd
City* Rancho Palos Verdes
State/Province* CA
Postal code* 90275-
(For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 310-544-5311
Tax ID
*indicates required fields
b. ·Notices contact and Online Administrator. This contact ( 1) receives the contractual
notices, (2) is the Online Administrator for the Volume Licensing Service Center and may
grant online access to others, and (3) is authorized for applicable Online Services to add
or reassign Licenses, step-up, and initiate Transitions prior to a true-up order.
IZI Same as primary contact (default if no information is provided below, even if the box
is not checked).
Contact name* First Last
Contact email address*
Street address*
City*
State/Province*
Postal code*
(For U.S. addresses, please provide the zip+ 4, e.g. xxxxx-xxxx)
Country*
Phone*
Language preference. Choose the language for notices. English
D This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
*indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services
ordered under the Enrollment and (for applicable Online Services) to add or reassign
Licenses, step-up, and initiate Transitions prior to a true-up order.
IZ! Same as notices contact and Online Administrator (default if no information is
provided below, even if box is not checked)
Contact name*: First Last
Contact email address*
Phone*
D This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
*indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* CompuCom Systems, Inc.
Street address (PO boxes will not be accepted)* 7171 Forest Lane
City* Dallas
State/Province* TX
Postal code* 75230-2306
Country* United States
Contact name* Bruce Valentin
Phone* 972-856-4617
Contact email address* msadmin@compucom.com
*indicates required fields
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Document X20-10631 G-20
By signing below, the Reseller identified above confirms that all information provided in
this Enrollment is correct.
Signature*~~~~~~~~~~~~~~~~~~~~~~~~~~~
Printed name*
Printed title* Microsoft Licensing Specialist
Date*
*indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business
with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled
Affiliate or the Reseller intends to terminate their relationship, the initiating party must
notify Microsoft and the other party using a form provided by Microsoft at least 90 days
prior to the date on which the change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the
Supplemental Contact Information form. Otherwise, the notices contact and Online
Administrator remains the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? No
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses
not to finance any associated taxes, it must pay these taxes directly to Microsoft Corporation.
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